UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 9, 2011
USG Corporation
(Exact name of registrant as specified in its charter)
| Delaware | 1-8864 | 36-3329400 | ||
| (State or other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 550 West Adams Street,
Chicago, Illinois |
60661-3676 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (312) 436-4000
| (Former name or former address if changed since last report.) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Section 5 – Corporate Governance and Management
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
| (d) |
On February 9, 2011, the Board of
Directors of the Registrant (the “Board”) elected Brian A. Kenney,
Chairman, President and Chief Executive Officer of GATX Corporation, a director
of the Corporation for a term expiring at the 2013 annual meeting of
stockholders of the Registrant. Mr. Kenney was also appointed to the Audit
and Finance Committees of the Board. Mr. Kenney will be entitled to
receive the same compensation for service as a director as is applicable to the
Registrant’s other directors. That compensation is comprised of a
$160,000 annual retainer payable $80,000 in cash in four equal quarterly
installments and $80,000 in shares of the Registrant’s common stock on
December 31st.
Chairs of Board committees receive an additional cash retainer of $10,000
payable in equal quarterly installments.
|
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
USG CORPORATION
Registrant
Date: February 10, 2011
By: /s/ Stanley L. Ferguson
Stanley L. Ferguson,
Executive Vice
President
and General Counsel